Securities Law & Instruments

Headnote

Section 144 - Application for revocation of cease trade order - Issuer subject to cease trade order as a result of failure to file annual financial statements - Issuer has made a separate application to not be a reporting issuer in all of the jurisdictions in which it is currently a reporting issuer - Full revocation granted effective as of the date the issuer is determined to not be a reporting issuer.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127, 144.

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, CHAPTER S.5, AS AMENDED (the "Act")

AND

IN THE MATTER OF

GROVE ENERGY LIMITED (the "Applicant")

 

ORDER

(Section 144)

WHEREAS the securities of the Applicant are subject to an order dated May 25, 2007 made by the Director pursuant to paragraph 2 and paragraph 2.1 of subsection 127(1) of the Act directing that all trading in and all acquisitions of the securities of the Applicant, whether direct or indirect, cease until further order by the Director (the "Cease Trade Order");

AND WHEREAS the Applicant has applied to the Ontario Securities Commission (the "Commission") for an order under section 144 of the Act revoking the Cease Trade Order;

AND UPON the Applicant having represented to the Commission as follows:

1. The Applicant is a corporation existing under the laws of the Province of British Columbia.

2. Prior to the acquisition by Stratic Energy Corporation as set forth below, the Applicant's registered and head office was located in Vancouver, British Columbia.

3. The authorized share capital of the Applicant consists of an unlimited number of common shares, of which 138,084,560 common shares are issued and outstanding. The Applicant also has outstanding US$15,000,000 aggregate principal amount of five-year 8.75% subordinated convertible debentures (the "Debentures"). The Debentures were issued pursuant to a private placement and are beneficially owned by seven holders, none of whom are resident in Canada.

4. On April 24, 2007, Stratic Energy Corporation, a corporation existing under the laws of the Yukon Territory, acquired all of the Applicant's issued and outstanding common shares pursuant to an arrangement under the Business Corporations Act (British Columbia).

5. The outstanding securities of the Applicant, including debt securities, are beneficially owned, directly or indirectly, by less than 15 security holders in each of the jurisdictions in Canada and less than 51 security holders in total in Canada.

6. The Applicant's common shares were delisted from the TSX Venture Exchange at the close of business on April 30, 2007.

7. No securities of the Applicant are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation.

8. The Applicant failed to file audited annual financial statements and related management's discussion and analysis for the financial year ended December 31, 2006 as required by Ontario securities law (the "Default").

9. The Cease Trade Order was made because the Default continues.

10. The Applicant is currently a reporting issuer in Alberta and Ontario. On May 24, 2007, the Applicant ceased to be a reporting issuer under the securities legislation of British Columbia pursuant to the procedure set forth in BC Instrument 11-502 Voluntary Surrender of Reporting Issuer Status.

11. An application for a decision deeming the Applicant to have ceased to be a reporting issuer under the securities legislation of Alberta and Ontario is pending before the Alberta Securities Commission and the Ontario Securities Commission. The application was filed pursuant to the procedures set forth in National Policy 12-201 Mutual Reliance Review System for Exemptive Relief Applications, with the Alberta Securities Commission selected as principal regulator.

12. Upon the Applicant being deemed to have ceased to be a reporting issuer under the securities legislation of Ontario and Alberta, the Applicant will no longer be a reporting issuer in any jurisdiction in Canada.

AND UPON considering the Applicant's application and the recommendation of staff of the Ontario Securities Commission;

AND UPON the Director being satisfied that to do so would not be prejudicial to the public interest;

IT IS ORDERED pursuant to section 144 of the Act that the Cease Trade Order shall be revoked effective as of the date on which the Applicant ceases to be a reporting issuer under the Act.

DATED at Toronto this 7th day of June, 2007.

"Erez Blumberger"
Manager, Corporate Finance Branch
Ontario Securities Commission